Prove Yourself
by Travelocity
Summary: Starscream arises to power. Soundwave feels drawn to his new Lord and serves him to the best of his smoldering desires. Sticky/smut. Mech/Mech.
1. Chapter 1

Starscream walked alongside the spy. They had left from another session of contemplating their options on what they could do with their leader's body.

"Hmm… Soundwave, Knockout had a most glorious idea, however I do not believe you would be willing to… accept it…" the seeker drew out.

Soundwave turned in his usual motion, watching Starscream continue his stroll past him. He stayed quiet a moment before the whirr of his relays sounded as he tilted his helm to the side, quizzically.

Starscream simply snickered and turned to the side, tracing a claw along the wall coyly. "Oh Soundwave, you and I both know how loyal you are to Megatron. Dumping his lifeless frame in the middle of the Andromeda seems very out of the…" he looked over his large shoulder protectors, "-question…"

The stoic spy never ceased to maintain his solid screen; never moving until his informational needs were met. He wanted to know what this flimsy flier was planning. Well, from what was taken, he and the medic. His eagerness was building to critical level. Yet Starscream thought Soundwave would presumably be asking about Megatron's role in it… however Soundwave's mindset was only on how much depth there was to this surely sinister plan. Starscream… had interesting takes on approaches to problems he was handed.

The SIC opened his mouth to explain further until he pressed his claw to his temple as he answered his comm. Soundwave picked up on a surprisingly higher level of frustration from the slender seeker. He couldn't help but feel… slightly concerned.

"Ugh… I will arrive shortly. Soundwave-," he muttered.

The spy tensed so lightly it couldn't have been seen even with a microscope. He waited for the seeker to finish his sentence. Normally, by now he'd have nodded and gone elsewhere to discover the issue he needed to cover. Surveillance proved a better way to know what tasks he needed to perform. But this time he waited to hear his job from the SIC. Listening to the seeker's voice over the footage became increasingly enjoyable as of late… hard to imagine why.

"Soundwave… just…" Starscream looked up after a brief moment and met his visor. "Just keep us in the air," he purred raggedly, brushing past his Third in Command at a leisurely pace.

And just like that, he was left alone in the hall.

Soundwave walked past Megatron's room once again to enter the main console room. He paused to view through the small window implanted in the airlock. The intelligence chief watched his master intake shallowly in his deep stasis. At a point, watching him in this state would have affected the spy so harshly; he'd flee silently to hide for periods of time. … For a seeker so consumed with himself on a constant basis, Starscream was the only bot to notice. He'd try to coax Soundwave out of corners and storage rooms many times. Only one of which was successful. The conversation was brief. Oddly enough it was longer than the others. Usually, the seeker fished him out with sheer force. He yanked him out like something stuck in a drain. Starscream gradually decreased his forcefulness and tried to talk his shy TIC out of his hiding places. The normally skittish flier would keep his optics focused on his spy and talk of what subjects would appeal to him, and from what the seeker could tell, was Lord Megatron. A trick that worked more often than not. The thing Soundwave's finely tuned audio receptors recorded at that one moment was of Starscream speaking of how he'd attempt to make things better for the Decepticons… and he had used the word 'attempt.'

That was… very peculiar in that conversation…

That was the last time he had hidden himself away from his duties and practiced a new way to serve his master, whom… was going to be Starscream. Only following, if Megatron ceased to awaken. But it was not something he'd push away. He'd… grow accustomed to Starscream's rule.

As Soundwave flung through his processor, searching for some files beholding a way to possibly counter affect the Dark Energon, he found himself beginning to delve into files involving the seeker. The SIC who was so 'very loyal' to his master these many eons…

What were these files doing in this section? Either way, his search was futile. There were zero files tagged with information on counteracting DE. How… disappointing.

The stoic spy stood in thought and flinched slightly as he began taking in all the possibilities that could come of Megatron's condition. If he never awoke, Starscream would lead. If he woke up still sickly, Starscream would lead. If Megatron… offlined completely there'd never be a chance of Megatron ruling ever again. It was… horrifying to think of; Megatron never being able to regain control of his faction yet… when was the last time he didn't doddle over some plan to destroy the Autobots?

Starscream was so… forward and intelligent. That was why he was appointed Second in Command and the battle tactic coordinator. He knew what he wanted to do yet most of it was… yes, selfish ambition. But he still knew how to go about things to get them accomplished. Much faster than Megatron ever did. Truly something to be admired.

Soundwave steadily and slowly walked away from his master's chamber. This time it was accepted. This time, he knew he'd not be serving the same bot in the end. This time… he'd end up serving the SIC. _His _SIC. His… smart and ingenious Second.

The first thing Soundwave put forth was his greater assists in his leader's plans. He tried his best with what he was given after all.

While not all turned out successful, those that got the farthest were worth celebrating.

Soundwave helped most of his plans move along without being noticed. That was what he was excellent at, after all. He'd sabotaged the enemies little by little and inched forward Starscream's plans for a purpose. Starscream was in a noticeably better mood because of it all. That was a bonus. He was ecstatic and overjoyed by anything that went his way. Of course, who wouldn't? Soundwave thought of it as a far more pleasant environment on the ship. Starscream didn't have to screech at him to complete his assignments since he'd usually already had them done, but he'd always ask nicely just in case in an all too sweet vocalizer. Still odd, yet nothing to complain over. The seeker would always walk by with a smile on his faceplate, rare as well, and would pat Soundwave's sharp, crowned helm. Megatron on the other servo would usually not even acknowledge Soundwave's extra work completion. Being recognized for once was new. It was a welcomed feeling. Something that kind of gave him a sense of hope, believe it or not.

Over a few weeks' time, Starscream had offered to allow Soundwave time to himself every now and then. The silent bot would decline, even though that was something never offered to him. He was always too tied into his work. Into his tasks. Into his services to his master. But he had a new one now. One who knew what he wanted to do. Starscream relied a bit more on Soundwave than even Megatron did. Hard to believe since he entrusted his TIC with even the simplest assignment that he could definitely perform himself. He couldn't help but feel… more included and of greater use. Starscream had things Megatron did not. Those items were very apparent as well.

But they weren't of great importance to most bots. The staff of the Nemesis carried on its regular activities. Soundwave however, finally decided to pursue other activities. One of which was deciding whether or not he should earn his new Lord's favor, a task that was simple with Megatron, but difficult with Starscream. Back as the SIC, he'd done his fair share of mouthing off to Soundwave, commenting excessively on his silence and his accuracy in his duties. Of course these weren't really insults. They were just the rambles of an upset and thwarted seeker. If he commented on being quiet, Soundwave was pleased. And if the angry 'Con ever whined of how peeved he was with Soundwave's accurate footage, he took it as a compliment. That was his job and it was nice to know in some way he was good at it. Even if it sounded… rather brutal. But that's simply because of his vocalizer. The seeker never meant what he said. Soundwave deducted that from their numerous encounters over the centuries of being stranded aboard the Nemesis. The seeker, if anything, fancied Soundwave over the others aboard his ship. He'd watch the spy work at times, which would be bothersome… yet it was not.

Soundwave had gradually accepted him as a new leader. Why was he so… strangely comfortable with that? His core programming should have pinged him numerous times of how wrong this would be. How inconceivable it was to the advanced bot. With strange comings issues comes, strange remedies. And speaking of pings, he was receiving one now.

"Soundwave, I wish to see you," said the seeker excitedly over the comm.

Soundwave glanced around a moment, seeing who was within audio-shot. Since he only spoke directly to his masters… it seemed right to allow Starscream the same privilege. "Arrival estimation: 12.45 kliks."

"T-… that's wonderful."

It was surprising he hadn't spoken a word over the sound of his heavy, electronic vocal pattern…


	2. Chapter 2

When Soundwave arrived in the throne room, he glanced to the side, expecting to see the seeker awaiting him. But it was just an empty space. He peeked back into the hallway from the doorframe, hoping to at least catch the seeker arriving, but it was desolate. All that could be heard was the muffled parties being thrown by the squadrons over the recent success of Starscream's leadership. They had successfully sorted out the relics and their power to detect which were of greatest use. They bypassed the useless ones; the ones that could be used by Primes exclusively and such. They had retrieved several potent relics and were planned to be put to use in the following solar cycles. It was a brilliant plan to organize the relics, Soundwave had to admit. The seeker learned from the mistakes of his master indeed.

"I was wondering where you had gone to, Soundwave, or if you would arrive at all."

Starscream was walking out of one of the back hallways which served as entrances for servants and such. Unusual but not something he'd take a particular note to. Soundwave eased slightly, allowing his frame to release a bit of tension from hearing the seeker's gentle voice. It became something he would look forward to recording.

Still, there was obviously a matter to be addressed. Why else would the seeker call upon him?

"Mm… come here Soundwave, I wish to show something to you," Starscream spoke softly, still maintaining a hint of happiness in his normally screechy vocalizer. Since he had no use to scream or yell, his voice had toned down back to its normal deep and silky sound. It was not gravelly, nor was it annoying. It was… pleasant on the audios. Particularly to Soundwave's as of late.

Soundwave nodded stoically and nearly flinched when Starscream took hold of his thin digits. He held his servo tightly as he whisked them both through the hallway he entered from to find the southern loading dock of the ship. The slim flier pressed open the door. It slid back with slight persistence.

The noise that escaped the seeker was nothing more than a trill aimed at the sky. "It's… I… I thought you… may like to see a sight such as this. It's so quiet and I… well, you enjoy the silence…" he turned a little and turned a soft pink, noticing his servo was still clenched around his spy's. "W…well you like silence and escape… as do I at times."

Soundwave froze and looked down towards the faint glow emanating from outside. It was close to midnight, in human terms. Before he knew it, his lord had pulled him fully into the moonlight.

"And… w-well… do you like this environment out here? If not we c-can go… back inside the ship. I just… wished you would savor this as much as I."

Soundwave did indeed like this. It wasn't something normal but… he was slowly starting to expect the unexpected. He twitched his servo in his master's and shifted on his lean pedes. The current lord of the Decepticons took it as an action of dislike and pulled his servo back slightly. That was until he felt Soundwave intertwining his digits in his own. The smooth feel of metal against metal in his servo was godly, a missed feeling of pleasure. Soundwave was his with a wave, if you will, of acceptance from his new master. He couldn't help but tilt his mask up to the starry sky and simply gaze upon it. There was not a bot he'd rather stand there with than Starscream at that moment.

And…. That was frightening. He was supposed to be tied to his 'one true leader'…Megatron. But… but he was in stasis was he not? He was in a state of near offlinement. There was no high chance of return.

"Soundwave…." the seeker said in his soft, velvety tone, "I know… you have always held your loyalty to Lord… to Megatron. However I am…. well I assume… I am asking you, Soundwave-"

Soundwave's attention was grabbed by many things but something like this was tearing at him. He grasped his Lord's servo tightly; making sure Starscream knew he was listening behind his stone wall of a mask. Soundwave turned his helm slowly, gasping behind his mask when he noticed Starscream's delicate features in the moonlighting. It was reflected off his form and slender faceplate in the right locations. No wonder VH-ST3v3 fancied him….

"Soundwave I… will you accept me as your new master?"

…

Several moments of complete silence went by, even though Soundwave already had formed an answer:

Gladly.

He nodded and said nothing further. Starscream felt rather disappointed he hadn't said-_said _anything as confirmation. But the gesture would suffice. Starscream made another small noise; this one of joy. Soundwave nearly jumped. It was a… very cute noise. One where he knew deep down he had pleased his new leader.

Soundwave watched his leader's faceplate shy away in embarrassment. Then a small thought percolated. Why not… prove his loyalty? Confirm his…. answer and agreement? The stoic spy tilted his helm back towards the seeker, leaning in a bit. With his finely tuned senses, he could sense the motion of Starscream pulling into him as well. His sleek frame turned as he folded his wings down in an innocent stance of curiosity. Soundwave gently and cautiously slid his small, thin servo up the top of his master's long arm. Starscream in turn, lightly ghosted over Soundwave's broad, paper-thin arm. He stroked the glistening bluish-gray metal and shot Soundwave the most shy expression in the universe.

"S-… Soundwave…" he mewled as he closed his optics and pressed his lips against his Third's mask. It was electrifying, in a literal sense. Soundwave's pleasure shot into his Lord in a lightning fast klik. A small rush of static flickered across Starscream's frame causing him to squirm a little at the sensation and make a small chirp in his systems. Soundwave decided to have his mask remain for now, until he really wished to repay a debt to his master. He… was a tad insecure of his looks. He was not molded as most bots would be. He was created with intricate features and was carved to fit into tight areas. Mainly so he would put his frame's abilities to use in recording or analyzing. Such was the task of his tentacles as well.

Although… he did use them for other duties as well.

Soundwave felt the gentle flick of a glossa across the lower part of his screen. The seeker seemed to be the type to kiss in such a way… not that he was complaining in the least. Soundwave was entranced and could only push his mask to the seeker; tilting it and nuzzling up against his mouth.

"N-nn… unnng… S-Soundwave l-let m-me-" the heated seeker began, "I-I di… didn't expect you t-to l… allow m-me that." He visibly tensed and shivered, reflecting a bit of need and… dare Soundwave assume, 'want.' As Soundwave leaned in once again to indulge in more of the flier's sweet kisses, a loud crash sounded in the background. It echoed a moment and was followed by multiple troops wailing and howling, "Oh you're gonna get it!" The spy shyly pulled away, seeing his Lord do the same and shifted on his pedes, a rare sign from him.

A thick voice reverberated against Starscream's small, half chestplate. It was heavy with low tones and light trills. Starscream's glowing optics glimmered and flickered, amused with the sweet music that was… Soundwave's voice.

"Soundwave: will speak with master at later date," was all he could manage to say without faltering. Even with the seeker's less tuned senses, he could feel the heat emanating from Soundwave's plating. He could sense the arousal, thick in the air, heavily scented. It was stimulating for them both….

"Y-yes… I… of course. I need to handle… the situation in there anyways," the seeker paused momentarily, "my dearest Soundwave…"

Soundwave watched as Starscream mirrored his nod, and left. He sauntered off one pede in front of the other, swaying his aft smoothly as if he knew he was being watched. Soundwave's screen fogged up slightly and he deemed it time to head back to his own quarters.

The long corridor seemed to stretch as he walked down it. Soundwave took to the walls and eased his way down it, ever so slowly. He slyly slithered across the hall and tapped in his pass code.

Soundwave stepped heavily into his quarters, still dazed from the encounter with his newly appointed leader. He checked through his systems and ran the least amount of diagnostics he could. Being out late had its consequences after all. In his sleepy state, he made his way to his personal washracks. He lifted his suddenly weighed down arm, turning the dial precisely to 99.67 degrees. Perfection. He stepped in and felt the warm rush of water seem into his system.

Perhaps this was how he could escape his troubles more often. Running and hiding wasn't necessarily an option anymore. Starscream had started paying a great deal more of attention to him. Starscream would bring him his ration of Energon, he'd give Soundwave affectionate pets when he had performed well and- … oh Primus, his touches were simply exquisite. They were gently and it reminded Soundwave of his position. A gentle reminder. Megatron had never shown any appreciation for what he had done for him. Without his Third, Megatron was nothing more than an over-tempered Pit warrior who ruled with brute strength. Soundwave checked his creation file one last time as he lathered a soft scrub on his abdominal plating.

Why was his temperature rising?

Regardless, Starscream was excellent at being Lord of the Decepticons. He knew how to own an army and use it for destruction. Starscream looked like a fearsome leader when in the heat of battle. His frame was so very, very-

Soundwave tried to take his unit off of the hard processing for a moment. It was starting to do a number on his internal systems. But Soundwave's mind quickly ran around back into the topic of the seeker. His sleek frame and flexible wings. His tall, lean pedes and that bright, pointed crest. And that slender bot touched him every single solar cycle. Soundwave's model type was very attracted to touch. The stimulus was what he was designed to detect. Ultra sensitivity was built into his every armor plate and the seeker knew how to stroke his crowned helm with a perfect blend of pressure and motion. Soundwave's masked fogged a bit, thickening as he drifted his servos south to his steaming panel. The heat was smoldering; rapidly inclining as he rubbed against his panel with the tips of his digits.

He pushed against it harder and choked out a moan from behind his mask. The thick noise was muffled before he yanked his faceplate cover off, panting heavily under the combination of his heat and warm water rushing against his frame. Soundwave groped his panel, digging his digits into his own seams and squeezed it lightly. Slowly he eased his servo away after a short moment. He stopped completely, squirming on his back against the wall. He felt embarrassed…

He felt… guilty. This was his master he was thinking of. He couldn't be that turned on by him could he? He had never thought of Starscream in such a manner before he was his… master. There it was. That was his reason. Having a dominant power owning him was the reason for his attraction. However… why had he not thought of Megatron in such a way? Perhaps he wasn't… physically drawn to him.

Either way, he was going to do something about this. Not now… give it time.


	3. Chapter 3

Weeks passed. Time was spent and the solar cycles were calm and relaxed. Night fell on another day and once again and Soundwave slipped into his berth, pulling the sheets loosely over himself. He felt drowsy from his lack of recharge as of late. He and Starscream had stayed out numerous times within the previous two weeks. Usually they'd watch the stars and the moon. Such was the first night they did so. The nights ended in a kiss and tonight had been the most wonderful.

He remembered it so vividly: He gave his master kiss after kiss and showered him with affections that demonstrated how he would do anything for him. Yet Starscream had asked a question afterwards, so absurd it had almost disturbed the spy. That was what stuck with him…

"Soundwave… this time with you has been exceptionally wondrous… but how am I to know you are fully loyal to me? I am more than certain… that you wish you were with Lord Megatron…" he spoke in a sullen tone.

Soundwave shook his helm and inched forward to nuzzle into Starscream's neck cables, a form of permission to be touched and owned. He had never shown anything like that to Megatron when he ruled. He only wanted the seeker to possess him now.

"Soundwave: loyal to one leader. Leader: Starscream," he purred.

"I-I, unn… y-yes I a-am your leader, but s-so was Megatron. H-how am I to k-know you have adjusted to my rule?" Starscream fidgeted. He did want Soundwave's approval above anything. They had a past of bickering and awkward feelings and he wanted to make sure that Starscream's power seeking didn't cloud Soundwave from wanting to serve him. Soundwave had to be trustworthy.

Soundwave arched his shoulders as he pulled away from the smooth metal he was nipping. Starscream would ask him more times in the future, if his analysis was correct. He might as well prove all of it now.

Starscream placed a gentle kiss to Soundwave's forehelm, not realizing where the spy's servos were traveling to. Soundwave reached up and held his small servos against his cheekplates. Starscream watched, trying not to widen his optics as his the small latches on both sides snapped open on Soundwave's cheekplates. The locks came undone and Soundwave hesitantly removed his covering; he pried it off and let a soft sigh fall from his lips. Starscream's servos flew up instantly, cupping his spy's tiny little servos. He slid his digits in between them over the tops and squeezed them gently. It was the most subtle gesture in the world and Soundwave would never have wanted better.

The king of 'Cons watched in awe as Soundwave took in a bit of air, cycling deeply in shame of his faceplate being exposed. His optics were a deep indigo with a twinge of cobalt blue. They revealed the most astounding level of emotion. His real cheekplates were much like Starscream's own; sharp, then smooth, and swiftly drawn down into a point. His chin was free of any decoration; his faceplate was an untouched, light gray, and reflective work of art. He looked like he had been protoformed only yesterday. Soundwave always wore his mask and never revealed his true looks to anybot… Starscream could not help but physically feel the trustful bond they had created. He felt special.

"S-Soundwave… y-you're so b-beautiful. W-why do you never s-show anybot else t-this? Have you s-shown Megatron?" he questioned.

"Soundwave… does not enjoy being governed by appearance alone."

"E… y-you're embarrassed… aren't you, spy?" he assumed, tilting his helm.

Soundwave nodded. He didn't believe in being judged by his looks only. He may've been breath-taking but that did not mean he could do a better job than others aboard the Nemesis, or on Cybertron for Primus' sake.

His lord gave him a bit of a look for a moment. It was not a look of disgust or disdain. It was a look of approval. His reasons were strong and the skittish seeker admired that greatly. Although, looks never hurt.

He scanned over his nervous Third.

"Mmm… g-good night, Soundwave. I-… will you pay me a visit tomorrow in the throne room?"

He nodded eagerly. "Affirmative."

"Good," the seeker said while pressing into Soundwave for another kiss. Soundwave pulled back in a reflexive motion, he wasn't used to contact against his fresh faceplate. Starscream nudged him in the kiss against his thin lips softly, trying to get him to open his mouth. Soundwave felt the similar feel of a glossa assaulting his mouth. He caved in and opened his mouth, sliding his dark glossa out against his master's. He licked against his glossa obscenely, not fully kissing back yet. Soundwave arched as his master nipped at his glossa in the half-kiss. The slinky flier let out heavy pants and wanton whimpers of covered arousal as Soundwave made a deep, thickly toned purr of confirmation that he too was growing heated by the actions.

"Precious Soundwave…" was all Starscream said as he licked, wide-mouthed at his glossa. He flinched and shuddered, sucking lightly at Starscream's mouth. The attention was wonderful… but he had never had a real kiss. So he reached forward and curled a servo around the back of his master's neck, nudging his helm upwards as a request. It was an old gesture, a way bots who courted would ask for permission to receive a kiss.

To his enjoyment, the seeker picked up on it and slid his glossa forward into Soundwave's mouth, pressing his lips to his. The heat of each other was nearly enough to create distortion. Soundwave noticed the heat moving down into his thin midsection and lower into his panel. He already had asked so much of his master, he couldn't ask for a vigorous interface… no matter how badly he ached for it.

He jerked away with a small 'smack' of his lips.

And he fled.

He shifted under the cool sheets, curling into himself with a bit of pain. It hurt him to leave his master in such a way but he could have lost total control of himself. He would have been driven by animalistic instincts and that would have ruined everything. But it had just been so heated. It was so raw. The way he kissed his master was so obscene and attractive. He couldn't say no to… a little self service tonight. He couldn't handle this heat, that memory; being caught up in the moment was a new feeling. Soundwave had never felt so heavily aroused and as he reviewed his memory he slowly rubbed one pede over the other, coiling into himself as he did so. He ached for friction.

He squirmed and pried his mask off, tossing it to his berth-stand and moaned softly, sliding his servos down his chestplate to rub his thighs. Slipping his servo down to push against his panel, he deployed a single tentacle out to stroke down his side. The spy flipped over onto his abdominal plating, hitching his pedes up to buck into his servo wildly. When it was time to let go, Soundwave never took things slowly.

"A-ahh…" he moaned to himself, the thickly toned vocalizer echoing lightly.

He tensed as his uniquely silver lubricants began slicking his servo. It had… been a while. He hardly thought he could anymore. More and more dripped down his pedes until a small puddle rested below him. He picked at his seams desperately and his optics flickered as his spike finally pressurized. Dear Primus. He was a little bigger than he remembered.

The tentacle slowly made its way over his spike as he teased himself and he made it swirl around his rim gently. It'd been some time since he'd ever… used something, anything up there. Luckily, he'd gathered a bit of information on something like this. If he was not careful, he could damage himself.

Soundwave shifted himself over his tentacle, bucking a bit and stroking his spike to get himself to lubricate. He needed to. Without being wet, he would not be able to slide his appendage inside to service himself. Everything depended on whether or not he could leak.

"N-nngh… c-come on."

Relaxing his frame, he graced over thoughts of Starscream in his processor. Closing his optics, he imagined the seeker licking up his large spike, sucking the tip. Soundwave simulated it by rubbing his digits over the end of his spike, hoping to get his valve to react as well. Soundwave tilted his helm down a little and squeezed his optics shut, picturing his master performing his own little bout of self-service. He encouraged himself further by prodding his valve mildly. Feeling it tighten, he blinked his optics online, biting his lip.

He finally provoked himself enough to be rewarded with a small rush of leakage coating his tentacle. His appendage squirmed a little at first and then wiggled its tendrils against his newly slick rim. It dripped down his pedes and even with nobot around, he felt his visage flush in embarrassment. The wet was as exquisite and as enveloping as the heat. As the flow evened out slightly, he vented. Perfect, he was ready.

Cautiously, he spread his pedes as wide as he could and lowered himself onto his appendage, inching back to ease the slight tinge of pain. He bucked a bit, lifting his pede to see if there was a simpler way, to no avail. He cringed and wiggled his feelers deep in his valve. He had an advantage of being able to touch more nodes and stimulate his sensors both in the recesses of his valve and those in his tentacle. A double shot of pleasure coursed through his systems and fried half his processor.

He needed to self-indulge a little more often.

He thrusted his appendage into his valve, hunched over and mewled against the berth. Soundwave's system pinged him of his nearing climax. Arching downwards and pushed his aft up to moan, feeling his first self-overload. He didn't expect it to advance so rapidly. Nor did he believe it was going to be… as pleasurable. He valve cinched down around his tentacle and spasmed. A small cry escaped him as he felt the burst of liquid flowing from his long untouched valve. It felt… very nice, dare he say amazing.

As he panted out his intake, he collapsed onto the soaked berth, not minding the dampness. He cycled his air through his vents and mewled quietly to himself. Coiling up again, he pulled the sheets up and blinked lazily until his optics offlined for the night cycle.


	4. Chapter 4

A small knock at the door woke him from his deep, deep recharge. Soundwave scrambled to reattach his mask and flung himself up to the door as swiftly as he could. A shaky servo punched the coding to open the door, curiously tilting his helm to find Starscream there already; awaiting him.

"S…I'm sorry I couldn't wait. I wanted to see you once again. I… I wanted to walk with you to your post this morning," the seeker chirped almost inaudibly. He looked so shy and… if he wasn't mistake, polished and cleaned. Was he… trying to look good for his Third? Because… he was doing a fabulous job.

Starscream looked up to his spy, "Soundwave? M-may I walk you there? You are not busy are you?"

He went stiff and shook his helm, glancing over his sharp shoulder at his berth when the seeker looked down the hallway. Soundwave peeked out and checked down the opposite corridor before snatching his Lord up and placing a quick kiss to his cheekplate. Starscream blushed and made a soft cry of happiness. He was glad to have been kissed.

"Soundwave: would be honored."

Starscream caught up with Soundwave frantically, trying not to look the spy straight in the visor. The thought of the night before was still lingering in both their processors, only neither knew that… yet. One had to speak up if there was somebot dwelling upon it.

Starscream decided that once the night was almost through, that would be the opportune time to do so. He couldn't stop thinking about it. Soundwave was the only bot he actually knew of that confessed his legitimate loyalty to him. All bots otherwise, would have to demonstrate it in the eons to come. However, Starscream decided to up his antics between himself and Soundwave. He grew more and more attracted to him with each day's passing and the seeker could only maintain that thin line of master-and-student for so long…

Unless he reminded his precious pet of his place. Although he didn't want to … hurt his Third in any way. He just wanted a gentle reminder of why they couldn't-

But he was the Lord was he not?

Starscream could shatter any rules he wanted. At any time. For any reason without question. … Correct? Either way, reminding Soundwave of his servitude to his master could be rather… interestingly beneficial. He'd never performed anything personal for Megatron so this could be his chance to climb closer to the spy's real self.

The intelligence officer matched his pedstep with his master's, tilting his visor a little to him as he felt a sly servo curl around his own. Starscream's sharp digits pricked him a little as he squeezed his thin servo. Soundwave knew an opportunity to bask in his Lord's affections when he saw one. The Intel chief made a small, soft whirr and leaned into his lord; stroking his arm a little and nuzzling his arm. From what Starscream could take in, Soundwave had grown rather attached to him since their first night together. He'd made a marvelous transition from Megatron to the seekerbot. It was astonishing in a way. He was a bot deprived of contact, approving contact that rewarded him for his devoted behavior and clever plans. Without him, Starscream wouldn't be half the leader he was… and he was not afraid to admit that. He placed a tender kiss upon his pet's helm and nuzzled him slowly, closing his optics to treasure the feel.

"Mmm, pet. You please me," the seeker slurred lazily.

Soundwave mewled and tilted his helm up to nuzzle his master desperately. "S-Soundwave: aims to p-please." He did and he was glad to have accomplished his goal. From now on, he'd have to contribute more and more to his master. He'd prove his allegiance no matter the cost. It was his sworn duty.

As they ambled their way to the main room, they found nobot present except for a mumbling Knockout. He was in the midst of locating a tool and glanced up, seeing only Soundwave. He plucked his tool out from behind the computer and glared, gritting his denta fiercely.

"… Suck up," he murmured as he shoved past the Third in Command. "I'm going to tend to Ellie." He turned to them both, hissing at Soundwave through his optics while facing his leader, "Comm. If. Nee-DED," he gritted his words out with extreme indignation, pronouncing each word with utmost enunciation.

He audibly huffed all the way down until he vanished into a shadowy crevice. Well that was… expected. Knockout was dying for the position Starscream would undoubtedly grant Soundwave. But Megatron had him as Third for so long for a reason, yet Starscream knew Soundwave deserved his own position far more.

"So… Soundwave I brought you here to inform you… that… you will be my Second in Command from here on out. I… you may decline if you so desire."

Why in the Pit would he? Soundwave paused in shock before jerking his systems online and nodding.

As Starscream released Soundwave's servo, he watched as the spy lurched forward in an attempt to grab it again. Starscream followed Soundwave's shy gaze, noticing the spy's reaction when he knew he had failed. He wanted to hold onto Starscream forever but he would be out of reach. It went against his deep morals to beg for his leader's touches, his servo, Primus forbid his frame… his glorious, holy frame.

"Soundwave, it's alright… take it." Starscream held out his servo once more, seeing if the spy was to indulge himself in the grasp once more now that he had permission.

He shivered and didn't budge. "Master: is… c-certain?" he managed to ask.

Starscream bowed his helm and pushed his servo outward, a tiny touch being placed in his palm by Soundwave. The seeker let out a fond purr of comfort and pulled his Third against him, nuzzling his forehelm against his own. Soundwave began squirming with eagerness and had to ball his servo up to prevent it from shooting around his master. Then he would acknowledge a 100% likelihood of being prohibited to touch.

"Shh shh, easy. You can do whatever… you'd wish," Starscream reassured him. He'd never been allowed to freely roam before. He'd had to take his time if his systems would permit it. With his permission granted to him, Soundwave made multiple soft chirps and whirrs as he desperately nuzzled Starscream's entire lithe frame. He lowered his helm in embarrassment as he kissed his chestplate, mewling wantonly. He hoped Starscream wasn't quick to notice his filthy thoughts being portrayed in his actions. But instead heard a phrase he had only dreamed of. One that made his Energon boil intensely.

"S-Soundwave, n-nnh… l-lick me," the seeker whispered breathily.

Soundwave obliged and hastily unlocked his mask, chucking it off into the corner. Soundwave's shaky glossa slipped out and lapped at Starscream's smooth chestplating.

He must've given himself another wax. He could taste the evidence.

Hearing his master's intakes hitch and feeling claws scratch lightly at his back, Soundwave wrapped his enormous arms around his leader, twirling him into the wall and placing himself against his beautiful seeker. Starscream closed his optics and moaned aloud, the screechy noise causing Soundwave to harden beneath his paneling. It reminded him of how much he'd self serviced the previous night and the guilty feeling soon shot through him once more.

Taking heed to the slowing of his pet's hot licks, Starscream calmly stroked his large crown. He looked so noble. He was such a prized bot to their cause and he deserved better. But if this was what he wished and what he craved, Starscream would pull every pleasure he could from it for them both. Starscream longed to have a bot that honestly and gravely needed him. It made him feel useful to say the least. Oh, how wanted him desperately, to beg at his peds and whine for him. That would be beautiful and Starscream, if time permitted, would dominate his cherished pet.

Starscream leaned forward and licked along his adoring Third's crest, sucking on it a little before he pulled back.

"A-… ah… haa… Soundwave… Soundwave, prove y-yourself. S-show m-me who your master is. A-ah… p-please. I-I command you-" Starscream whimpered. He couldn't deny that he sounded… more desperate than his pet. Yet they undeniably wanted one another… he couldn't mask something like that. Would he invite Soundwave star gazing if he did not enjoy his presence? Would he leave Soundwave's helm untouched when he performed admirably? Would Starscream ever kiss a bot he did not think deserved his love? Would he writhe against the wall in ecstasy, begging for more if he hadn't wanted it?

No… he would not. Soundwave blatantly wanted his affections. Both mechs did. And they could not continue to cloak their desires from one another. Sooner was better than later because by then… the opportunity could fade into nonexistence.

Soundwave moaned as he dropped to his knees, pulling a silver pede between them and squeezing around it. Starscream let out rapid pants as he felt Soundwave arch and tense.

"E-easy, Soundwave… w-what a-are you going to d-do?"

"N-nnh. N-nh. Soundwave: t-to be your pet. O-objective: to prove allegiance."

"I-I, b-but h- o-oh Primus-" Starscream cried out soundlessly, merely opening his mouth to cycle hot air as Soundwave pressed his burning panel against his master's pede. Soundwave let out a tiny whine as he bucked against Starscream's pede, rubbing up against it quickly.

"A-ahh S-Soundw-wave, n-nnh. A-are you going to hump m-me like an Earth animal?"

Soundwave mewled and nodded, slipping his servos up to touch along his leader's thigh plating. He gently brushed up along his aft and slid his petite servos back and forth to rub his pede.

"A-ah… a-action: ultimate form of s-servit-tude."

He was good to have read up on something like that. He was never wrong before and this seemed like it was heading in a… rather pleasurable direction. Starscream bit his lip and watched as Soundwave desperately rocked up against his quivering pede. It was such a sight to see; Soundwave began trickling his uniquely silver lubricants from his closed panel, streaking them against his Lord's pede.

"A-ahh. N-nngh! Master, I-I'm y-yours to command. G-guide me, claim me!" Soundwave found himself wailing. Was he this hot for his master? Oh Primus, yes.

Starscream lifted his pede to help intensify his pet's heat. As he stroked it along Soundwave's panel, he saw him arch and felt a tad concerned until he heard a soft trickle. Soundwave had started lubricating for him.

"S-Soundwave w-what do you need?" the seeker's helm tilted.

"M-my master! Please… c-claim me, own m-me." he whimpered articulately. Starscream let his Third ride out his desperation a moment before pulling his pede away from between his thighs. Soundwave made a cry of sadness and wanton need, reaching out to feel his Lord's streaked pede.

"M-my Lord, p-please, d-don't leave m-me. Soundwave: needs to please master."

He was… so gorgeous when he begged. He was so alluring; he couldn't hold his resolve for a faceplate like his spy's. The slim mech scooped up his Second and cradled him a moment, walking steadily to the back hallway, hidden from all view. The darkness created a cover that they could only use to their advantage. Starscream set Soundwave on the floor, propping his frame up against the cold wall. Soundwave's optics flittered in a lusty manner and his tilted his helm down to intensify his gaze.

Starscream reached forward, his wrist giving off a glint in the lone sliver of blue light being given off from the console's screen. He stroked his adored mech's faceplate, making a low hum in his systems.

"I-I've… Soundwave I've been so jealous… all this time," the seeker mewed as he tenderly brushed his thumb over Soundwave's soft cheekplating. "A-all… this time I've only wanted approval from… y-you. Megatron i-is nothing… I need y-your 'ok.'"

Soundwave parted his lips to press a kiss against his master's thin mouth. His glossa slowly slid like a snake between Starscream's lips into his oral cavity. A soft moan crept from his vocalizer, echoing softly as it reverberated along the wall into the shadows. Thank Primus nobot was here to witness him moaning over somebot. Especially in anticipation of ravaging somebot like Soundwave…

Soundwave pulled himself away, his glossa sliding around Starscream's a quick minute as it exited last.

"Soundwave: has spent so long in the darkness… has almost forgotten what it is like… to be loved." Soundwave's smooth tones made a low hum altogether, faltering lightly within the lasting words. He was truly a bot left to himself. Where was he supposed to receive affection, attention? How long had he been left by himself aboard the Nemesis… however long the time, it was spark shattering.


	5. Chapter 5

"Spy… I want you."

Soundwave blinked slowly and moaned a toned sound, "I need you, Starscream." Having that said, he pulled on his master until he loomed over his navy blue frame, leaning his helm up to pant into Starscream's audio. Starscream pressed his frame down, rubbing himself up along Soundwave's for a little while. His Second mewled in appreciation and leaked lightly onto Starscream's pelvic armor.

"M-mm… somebot's very wet. How long have you waited to be touched like this?"

"M-many eons. S-Soundwave: … h-has dreams."

That was utterly cute, yet sad all in one time. He was desperate, deprived, and who better to fantasize of than his master? It must be natural for him to love dominance and find it enjoyable. Whatever he dreamt of, Starscream was willing to perform. He wanted Soundwave as badly as he wanted him. They could spend hours proving it to each other. And they would.

Soundwave arched and wrapped his arms around his master, clinging to him.

"Soundwave t-turn over and s-sit on me. P-Primus, let me spike you."

The broad mech responded with a moan, rolling over his seeker and landing on the floor. He writhed playfully underneath his master, pawing at him gently with his petite servos.

"Hmmhmmhmm, such an adorable bot…" Starscream purred, licking at his neck. The spy let out a small cry as he heaved away, leaning up against wall as he sat.

"Shh shh come here baby," Starscream cooed as Soundwave rose up to straddle his lap, "Mmm such a delectable mech aren't we?"

Soundwave could only flush, his gray plating darkening under the sensation of attention he was receiving. Nobot had spoken to him like this before. Nobot had touched him in such a way.

"T-touch me, touch m-me," the Second panted. And what he felt was Starscream's servo pushing against his slicked panel. Soundwave let out a soft whine as he pushed himself into his leader's sharp servo.

"M-master…" he managed to get out, "P-permission to open?"

"Mmh, yes. Please. S-show me how beautiful you are."

Soundwave sighed contently at his master's words, although he didn't find himself very appealing. If he master thought it, then why shouldn't he? He slid back his panel and allowed his sizeable spike to pressurize into Starscream's servo. Another sigh drifted from his lips as the seeker wrapped his servo around him and pumped very slowly.

"L-Lord… S… S-Starscream…"

"Mmm, Soundwave are you enjoying yourself?" the seeker teased.

He was answered by a soft glossa licking up his cheekplating. Soundwave closed his optics to lick his master's faceplating before trailing down to his glamorous neck cables. The Second nipped softly, biting very gently on occasion. Starscream let out a breathy moan of arousal as he felt his pet leak steadily onto his pelvic armor. The seeker bucked to show his interest to Soundwave who in return spread his pedes.

The spy put a servo around his back and slowly rimmed his own valve with a digit, pushing his aft out. "F-frag. Please master. S-Soundwave: d-desperate."

"Mmm I can see that, you pretty little piece of aft." Starscream's servo cupped Soundwave's aft closer, squeezing it gently until he could feel him tense in pleasure. Pulling on his lower back armor, Starscream positioned his Second's luscious aft over his panel before a small snick was heard. Soundwave looked around a moment before he realized.

"N-nnh… M-master is open?"

Starscream couldn't help but smile and nuzzle the innocent mech's chestplating. He was so cute yet so sexy when he could be. He probably had no idea what was going to come of the future.

Starscream eased his lover's pedes apart and looked up into his optics to make sure he was prepared. The seeker kissed his shivering spy's chestplate and murmured softly "I hope you're wet enough for this… it may hurt for a moment."

Soundwave felt his faceplate heat with worry and embarrassment. He loved to hear words like that come from his master's sweet vocalizer, yet he couldn't help but whine when he remembered how the first time always hurt…

"I can see you're… rather worried. We don't have to tonight, Soundwave."

Placing a tender kiss against his leader's crest, Soundwave bumped his valve against Starscream's spike. He mewled as he felt it twitch and sink into his valve. Soundwave winced, feeling an electrical buildup in his core. He resisted the urge to lift his pedes up in an effort to get the object out. He reminded himself of how he needed to please his master. Soundwave pledged to prove his devotion fully by giving his master the pleasure of an untouched valve. His first interface could not have been giving to anybot else.

"I-is it too much, baby?" his seeker asked worriedly. He hitched his pedes gently, bucking lightly into Soundwave's sensitive port. The officer leant into his master, whirring in pleasure as he tightened from the thick spike. Never had he felt so full in his life cycle.

"Oh, oh oh! Oh! Master!" Soundwave wailed in the shadows as he bounced desperately onto his master's girth. He flung his servos up against the wall for support and dug his digit tips into it. Starscream closed his optics to thrust into his extraordinarily tight valve. Even with it being his first time with a spike, Starscream was able to feel the nodes slowly pulsating, crackling static into his frame.

"S-Soundwave, y-you've s-serviced b-before haven't you," the Lord stated. It was nowhere near a question.

He could not lie to his leader… not even with something on that topic. "A-affirmative."

"N-nngh, mmm, s-so have I-I. I-I think of you…" he mewled lowly, a soft hum vibrating in his chestplate. "I think of you letting me take you, of you begging for me. I love i-it so much. I want you to beg."

Soundwave screeched in pleasure. He was glad to know he was not the only bot, of course he knew he wasn't. He was pleased to discover his master had feelings for him as much as he did for him. It pleased him… it pleased him.

"S-Starscream! Starscream, t-take m-me! Lord: s-so hot and pleasurable. So desired. Soundwave: in n-need. Take m-me, master. I beg of you."

That was it. Starscream overloaded and jerked up into his Second, grasping at his winged hips that writhed to beautifully against him. His entire spike was taken into Soundwave. The heat of his pelvic armor met that of his spy's. Soundwave spasmed and squirmed atop his master, letting a heavy rush of lubricants seep out of his valve as he overloaded. The slickness allowed Starscream to shove in a little deeper, making desperate, shallow thrusts.

When they died down, the seeker was still creeping his way into the valve. He bucked quickly and moaned. "Ah ah nn-nngh nngh a-ah! O-oh, S-Soundwave, you're wonderful. P-please I-I… I-I want y-you forever."

Soundwave arched and whimpered, curling into his master and lifting his aft up to sharpen the thrusts into his aching valve. He felt terrific and tired… the exhaustion creeping upon him from a long anticipated overload.

As the seeker slowed and tired himself out from his frenzy, he nudged Soundwave's helm with care, begging him to move in response.

"M-mh, Soundwave I… I want us to do this for the stellar cycles to come. I want to toss you into my berth and ravage you. I want us to make sweet love throughout every night. I want you to be my gorgeous Second."

Soundwave mewled and made another thickly electric purr. The tones made sweet music in his master's audio receptions.

"Yes. Yes, please. Soundwave: would be honored. P-privilege, I so desire," he answered. The normally quiet spy made another noise of confirmation to his leader, curling into his frame as the darkness enveloped them.


	6. Chapter 6: End

Starscream nudged a small stack of boxes into the crevice they entered from in hopes of masking their location the duration of the night cycle. The Lord of the Decepticons eased Soundwave further up onto his frame, settling his helm against his warm neck cabling. Starscream in turn, did the same as he turned his helm to listen to his precious spy drift off into a happy recharge. The sounds of his intakes lulled the seeker into a sleepy state, blinking sleepily before glancing up at the small window. High above their helms, the full moon that bathed them in light once before had slipped through the glass to shine against their armored frames. A light that had provided them with a fairytale setting to interface beneath.

Starscream purred and cradled his general in his arms, closing his optics to bask in the Well-ish lighting. Humans would call it heavenly. The stars glinted outside and the moon reflected all it had unto the Nemesis. The dream-like atmosphere tipped Starscream into a deep slumber alongside his mech.

Soundwave shifted and let out a small sigh, "I… love you, master."

Starscream's arm gently made its way around Soundwave's thin waist and broad chestplate. He shifted in his recharge shortly after, slurring silkily, "I love y-you, Soundwave."

3


End file.
